Acquired Subsidiary. Notwithstanding any other provision of this Article 8, all Assets and Liabilities associated with any Employee Plan maintained solely for employees or former employees (or the beneficiaries or dependents thereof) of the Acquired Subsidiary shall be Acquired Assets and Assumed Liabilities, respectively. Sections 8.02 and 8.04(a) and (b) shall apply with respect to any employee of the Acquired Subsidiary who is a Transferred Individual to the extent any such employee is entitled to any benefits described therein.
Acquired Subsidiary. 3.4 3. Affiliate............................................................3.
Acquired Subsidiary. Anything to the contrary herein notwithstanding, Buyer and Buyer Parent agree to permit the Acquired Subsidiary to be merged, amalgamated or otherwise combined with the Seller prior to the Closing Date.
Acquired Subsidiary. Schedule 4.7 sets forth the following information for the Acquired Subsidiary: (a) its name and jurisdiction of creation, formation, or organization; (b) the number of authorized Equity Interests of each class of its Equity Interests; (c) the number of issued and outstanding Equity Interests of each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder; and (d) the number of Equity Interests held in treasury. All of the issued and outstanding Equity Interests of the Acquired Subsidiary have been duly authorized and are validly issued, fully paid, and non-assessable. The Company holds of record and beneficially owns all of the outstanding Equity Interests of the Acquired Subsidiary, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). No Commitments exist or are authorized with respect to the Acquired Subsidiary or its Equity Interests and no such Commitments will arise in connection with the Transactions. The Acquired Subsidiary is not obligated to redeem or otherwise acquire any of its Equity Interests. No Acquired Entity controls, directly or indirectly, or has any direct or indirect Equity Interest in any Person that is not an Acquired Subsidiary.
Acquired Subsidiary. 49 Appendix A Terms for the Preferred Stock Exhibit A Xxxx of Sale Exhibit B List of Excluded Assets Exhibit C Form of Note Exhibit D Undertaking Exhibit E Statement of Net Assets Exceptions Exhibit F Form of Deed for Fee Property Exhibit G Form of Assignment for Intellectual Property Exhibit H-1 and H-2 Forms of Assignments for Real Property Leases Exhibit I Seller's "best knowledge" Exhibit J-1 and J-2 Opinions of Seller's Counsel Exhibit K Form of Guaranty Agreement Exhibit L-1 and L-2 Opinions of Special Counsel to the Special Committee Exhibit M Form of Covenant Agreement Exhibit N Form of Registration Rights Agreement Exhibit O Pro Forma Balance Sheet ASSET PURCHASE AGREEMENT dated as of November 12, 1996 (herein, together with the Exhibits attached hereto, referred to as the "Agreement") by and among X.X. Xxxx + Xxxxx Inc., a corporation incorporated under the Canada Business Corporations Act ("Seller"), Hosposable Products, Inc., a New York corporation ("Buyer Parent"), and 3290441 Canada Inc., a corporation incorporated under the Canada Business Corporations Act, and a wholly owned subsidiary of Buyer Parent ("Buyer"). In reliance upon the representations and warranties made herein and in consideration of the mutual agreements herein contained, the parties agree as follows:
Acquired Subsidiary. Schedule 1.1(a) sets forth, as of the date hereof, the name of each Acquired Subsidiary, its jurisdiction of organization, the total amount of issued and outstanding shares (on a fully diluted basis), the amount and class of shares held by each shareholder, including BridgeBio or one of its Subsidiaries and such ownership percentages (on a fully diluted basis) (such shares owned by BridgeBio or one of its Subsidiaries, the “Owned Shares”). The equity interests of each Acquired Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, the Owned Shares are owned, free and clear of all Encumbrances (other than the Encumbrances set forth on Section 4.5(a) of the BridgeBio Disclosure Letter). None of the Acquired Subsidiaries own any equity interests in any other Person. None of the Acquired Subsidiaries has an obligation to purchase, redeem or otherwise acquire its equity interests. Except as set forth on Section 4.5(b) of the BridgeBio Disclosure Letter, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to the equity interests of any Acquired Subsidiary. Except as set forth on Schedule 1.1(a), there are no outstanding securities convertible or exchangeable into, or the value of which is measured by reference to, equity securities of Acquired Subsidiaries, including any options, warrants, phantom stock, stock appreciation, profit participation or other equity or equity-based rights or interests. Schedule 1.1(a) sets forth, with respect to each Equity Award: (a) the name of the Equity Award Holder, (b) the total number of shares of common stock of the applicable Acquired Subsidiary that are subject to each such Equity Award, (c) if applicable, the exercise price per share of common stock of the applicable Acquired Subsidiary, (d) the grant date and, if applicable, the expiration date of such Equity Award, and (e) the vesting schedule and current vesting status for such Equity Award. Each Equity Award grant was made in accordance with the terms of the Stock Plans, applicable Law and Section 409A of the Code, and, with respect to each Equity Award which is a stock option, such the per share exercise price of such Equity Award was equal to or greater than the fair market value of a share of common stock of the applicable Acquired Subsidiary on the date of grant of such Equity Award.
Acquired Subsidiary. (a) The authorized capital stock of the Acquired Subsidiary consists of 100,000 shares of common stock, par value $25 per share, all of which is issued and outstanding. The Acquired Subsidiary Stock, (i) is beneficially and legally owned, directly or indirectly, by Sears and Sears Life Holding, free and clear of all Liens (except Permitted Liens), and (ii) has been duly authorized, validly issued and is fully paid and nonassessable and is not subject to any preemptive or subscription rights.
(b) There are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Acquired Subsidiary, obligating Sears or any of its Affiliates, at any time or upon the occurrence of certain events, to offer, issue, sell, transfer, vote or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, the Acquired Subsidiary.
Acquired Subsidiary. The Timken IRB Shares and the Timken Ceska Shares represent the only issued and outstanding shares of capital stock for each of the Acquired Subsidiaries, respectively. There are no agreements, commitments or contracts relating to the issuance, sale or transfer of any equity securities or other securities of either of the Acquired Subsidiaries.
Acquired Subsidiary. (a) Seller is the sole registered and beneficial owner of all of the issued and outstanding shares in the Acquired Subsidiary, free and clear of any Encumbrances. Except for Seller’s ownership of shares in the capital of each of the Excluded Subsidiaries, neither Seller nor the Acquired Subsidiary owns, or has any interest in, any securities of any corporation or other Person which carries on, in whole or in part, the Business or any business similar to or competitive with the Business.
(b) Schedule 4.3 sets forth for the Acquired Subsidiary, its jurisdiction of incorporation, the other jurisdictions in which it is qualified to do business and its directors and officers. The Acquired Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. The Acquired Subsidiary is duly qualified to do business and is in good standing under the Laws of each jurisdiction where such qualification is required. The Acquired Subsidiary has full corporate power and authority to conduct the business in which it is engaged, to own and use the properties and assets that it purports to own or use and to perform its obligations. The Acquired Subsidiary has not, within the last five years, (i) used any trade names or assumed names other than the trade names or assumed names set forth on Schedule 4.3(b); or (ii) operated any business other than the businesses in which it is currently engaged.
(c) Tirecraft Western Canada Ltd. has been granted an exclusive, royalty-free license from Tirecraft Canada Ltd. (subject to the rights of the receiver described therein) to use the “Tirecraft” and “Signature Tire” trademarks in British Columbia, Alberta, Yukon, Northwest Territories and Nunavut and is entitled pursuant to such license to grant sub-licenses to retailers within such provinces and territories. Such license is legal, valid, binding, enforceable and in full force and effect.
(d) Tirecraft Western Canada Ltd. does not have any material liabilities.
Acquired Subsidiary. Except as set forth in Section 5.21 of the Seller Disclosure Schedule or pursuant to this Agreement and the other Transaction Documents, the Acquired Subsidiary has no material liabilities or assets.
